Registration No. 333-________
As filed with the Securities and Exchange Commission on December 26, 2002
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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ALKERMES, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 2834 23-2472830
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification
organization) Number)
88 Sidney Street, Cambridge, Massachusetts 02139-4136
Telephone: (617) 494-0171
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Richard F. Pops, Chief Executive Officer, Alkermes, Inc.
88 Sidney Street, Cambridge, Massachusetts 02139-4234
Telephone: (617) 494-0171
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
____________________
Copies to:
Morris Cheston, Jr., Esq. Abigail Arms, Esq. Mitchell S. Bloom, Esq.
Ballard Spahr Andrews & Ingersoll, LLP Shearman & Sterling Testa, Hurwitz & Thibeault, LLP
1735 Market Street, 51st Floor 801 Pennsylvania Avenue, N.W. 125 High Street
Philadelphia, Pennsylvania 19103 Washington, D.C. 20004 Boston, Massachusetts 02110
Telephone: (215) 665-8900 Telephone: (202) 508-8000 Telephone: (617) 248-7000
__________________________
Approximate date of commencement of proposed sale to the public: As
soon as practicable after the effective date of this Registration Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-101464
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
Calculation of Registration Fee
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Title of Each Class Proposed Maximum Proposed Maximum
of Securities to Amount to be Offering Aggregate Amount of
be Registered Registered Price Per Unit Offering Price Registration Fee
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6.52% Convertible Senior
Subordinated Notes due
December 31, 2009 (1) $10,000,000(1) 100% $10,000,000(1) $ 920(1)
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Common Stock, par value
$.01 per share 778,840 shares(2) $6.51(3) $5,070,248 $ 466(2)
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Total Registration Fee $1,386
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933.
(2) The total number of shares of common stock that are being registered
represent an estimate of the number of shares that would be issued if the
Registrant elects, under the terms of the notes, to make interest payments
on the notes in common stock instead of cash including to pay, if
applicable, the two-year interest make-whole provision in common stock
instead of cash. Also includes such indeterminate number of shares of common
stock as shall be issuable upon conversion of the notes being registered
hereunder. No additional consideration shall be received for the common
stock issuable upon conversion of the notes and therefore no registration
fee is required pursuant to Rule 457 under the Securities Act.
(3) Estimated in accordance with Rule 457(c) and Rule 457(d) solely for the
purpose of calculating the amount of the registration fee based on the
average of the high and low price of the Registrant's common stock as
reported on the NASDAQ National Market on December 23, 2002.
Explanatory Note
This Registration Statement on Form S-1 is being filed by Alkermes, Inc.
pursuant to Rule 462(b) and General Instruction V of Form S-1, both as
promulgated under the Securities Act of 1933, as amended, with respect to the
registration of an additional $10,000,000 of its 6.52% Convertible Senior
Subordinated Notes due December 31, 2009. The contents of the Registration
Statement on Form S-1 (File No. 333-101464), as amended, filed by Alkermes, Inc.
with the Securities and Exchange Commission, which was declared effective on
December 24, 2002, are incorporated by reference into, and shall be deemed part
of, this Registration Statement. The required opinions and consents are listed
on an Exhibit Index attached hereto and filed herewith.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 21. Exhibits and Financial Statement Schedules
All exhibits filed with or incorporated by reference in Registration Statement
No. 333-101464 are incorporated by reference into, and shall be deemed to be a
part of, this Registration Statement, except for the following, which are filed
herewith.
Exhibit Number Description
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5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP.
23.1 Consent of Ballard Spahr Andrews & Ingersoll, LLP
(included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (included on signature page).
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this Registration Statement on Form S-1 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Cambridge,
Commonwealth of Massachusetts, on December 26, 2002.
ALKERMES, INC.
By: /s/ Richard F. Pops
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Richard F. Pops, Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard F. Pops and James M. Frates and each or
any one of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to perform each and every act
and thing requisite and necessary to be done in connection therewith, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
his or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement on Form S-1 has been signed by the following persons in the capacities
and on the date indicated.
Signature Title Date
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/s/ Michael A. Wall Director and Chairman of the Board December 26, 2002
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Michael A. Wall
/s/ Richard F. Pops Director and Chief Executive Officer December 26, 2002
------------------------------ (Principal Executive Officer)
Richard F. Pops
/s/ James M. Frates Vice President, Chief Financial
------------------------------ Officer and Treasurer (Principal December 26, 2002
James M. Frates Financial Officer and Principal
Accounting Officer)
/s/ Floyd E. Bloom Director December 26, 2002
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Floyd E. Bloom
/s/ Robert A. Breyer Director December 26, 2002
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Robert A. Breyer
------------------------------ Director ________ __, ____
John K. Clarke
Signature Title Date
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/s/ Alexander Rich Director December 26, 2002
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Alexander Rich
/s/ Paul Schimmel Director December 26, 2002
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Paul Schimmel
EXHIBIT INDEX
Exhibit Number Description
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5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP.
23.1 Consent of Ballard Spahr Andrews & Ingersoll, LLP
(included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (included on signature page).